Over at an unknown HYDRA base location Red Skull watched from above as his daughter trained in fire arms against his soldiers, taking their life away without a second though to what she was doing. Reloading the gun with quick efficiency, firing with malice before the men knew what to do. He could tell by her shots they where filled with rage and anger after she was shot in the shoulder by her uncle. Which caught her off guard something she would not let slide again.

The sound of the last bullet from her gun went off, right in-between the middle of the soldier's eyes, lowering her gun slowly she stood over the body no hint of remorse reflected off her eyes. They remained cold and dark, Red Skull couldn't help but smile with pride at his cold machine. M.O.D.O.K. stood next to the leader watching his daughter too. Though he didn't not in the way his leader did, he watched in more disgust not at what she was doing, but just by her presence.

Leaning closer to the skull."I don't trust her. She's too unstable, we should rid of her be-"

"M.O.D.O.K., I would advise you to hold your tongue."Red Skull calmly tells the cyborg."Unless you would want to be her target." Sliding his eyes over to him, giving the cyborg a sharp threatening look."I am well aware of her mental stability, there is not need to worry."His eyes slide back over to you, now in physical combat with a few of his men, whom you sent flying, he watched as you held the head of one his men on their knees and a loud snap echoed through out the room."You must understand, madness makes one unpredictable. Everyone has it in them, and only few can control others with it. Give them what their madness craves, it is like watching a starving dog, give them a piece of meat and they will be loyal to you."

M.O.D.O.K. listen to his cold words, looking to back to you. He seem to understand what the Red Skull said, again another soldier's life slips away by you. Stepping over him like nothing. Not even looking back, he could see it. The madness in your eyes, just like your father. It was a blazing fire ready to burn anything in its sight once let out. Your father was able to keep you under control, and he alone. Feeling eyes on you, you quickly shoot a glare a cyborg. Who felt the force, he thought he saw death for a moment, he as sure. But in all his years he felt himself sweating, that look felt as if you swallowed him up as if you where telling him non-verbally what you do to him. As if you knew he was talking about you. Fear rushed over him by your presence, something fast zipped by him. Just barely missing him, his heart stops. Turning around he finds a small bullet hole just a centimeter away from him. He didn't know if he should be upset and tell you off, or be grateful. But he could see, this was a warning to him. Should he say anything about you again.

Lowering the gun, as you blow the smoke that came from the tip. Tucking it away leaving the room that now had corpses laying all about.

Back in New York, Spider-Man swung through the night city. Landing on a billboard, he looks over his city that he has been protecting from danger from any threat that came his way. Bringing the light out of the crime that was pledging the city. At first he did it alone, preferring to work solo, but that all changed when he became recruited by SHIELD. By Nick Fury, the top spy in the world. To join his team of teen superheroes to become the ULTIMATE. A offer he passed up at first, feeling it wasn't right.

That same day was when he meet her, his niece. Kylie Fury who with her friendly smile welcomed him without a second thought, even baking him a cake. Which he turned down, devastating her. Only to come back and become part of the team, much to her delight and his as well. She befriended him before the others to make him feel comfortable. At first he felt smothered but soon grew to enjoy it. He learned that she was easily hurt, but did her best to not show out of the sake of others. She always had a smile on her face for anyone and everyone. Something he didn't understand, that is until he was told her history. The history his teammates knew before her uncle informed him.

Her whole life she lived on the carrier, never really went off unless with her mother. But after her mother's death she stayed on the carrier her whole life. He wondered how she was able to smile in something metal and cold, but she manged. A power that was still a mystery to him and others, but it was a good thing. It made everything much more better on the carrier and missions. Though not experienced, which he would have thought being the niece of the World's Greatest Spy, which surprised him, but she soon proved herself growing and happy about it. They made a promise to each other, correction he made a promise to her. That they would both become the Ultimate and he would be there to help her.

Which he did, her uncle over hearing this then assigned him to watch her, and because of this she was sent to school with him. Posing as Agent Coulson's niece, she quickly made herself at home. Her bright personality shone at school, becoming close to his two best friends. It wasn't until then which it took a bit of time as he watched is best friend Harry start to develop altercation to her. Which he was sure she felt the same. Which made him jealous and hurt at the sametime. He tried his best to try and spend time with her, as Peter but that did not go well. Though as Spider-Man he was able to get.

So much happen between, she was always there for him and the others finding ways to make their day better, even when he went through his phases she did not give up on him. She still welcomed him back with open arms. He also slowly started to learn more about her, and he was able to see pass her smile with certain things, he soon realized that he had started to become her best friend whom she was soon able to confine in. He enjoyed those moments with her. As she grew, she was able to read him as well. Figuring out when he was hiding something, like when tired to hide from the team who Venom really was. She saw it, and he remember for the first time she was upset at him as well hurt that he kept it. Those words still echo in his mind what she told him, it was serious yet understanding.

There was always something knew about her he found out. Though he didn't mind being the one incharge of her when she was not in carrier, it sometimes became a tiresome job. But when saw her, it wasn't any more. A few times she had almost gotten him trouble, though she did as well. Scaring others when they could not find her, it was then he learned about her actual history. Her blood half of the Red Skull. This new information took him completely off guard, it was hard for him to fathom, he remember that day. He just couldn't two and two together. She was the polar opposite of that tyrant. How in the world was his blood coursing through her veins?

But when Fury and Coulson told him, it still was a horrific shock. Fury found Kylie and her mother in a HYDRA base. Where genetic bio experiments where being done. Her mother, an Alien Vampire was pretty much what they called her since they didn't fully know what she really was, was held at the base and those at the base infused her with the Red Skull's DNA to produce the offspring now. It was to continue the Skull's bloodline by any means. Man other woman had been taken, but only Kylie's mother seem to be able to tolerate the procedure. Once they saw the procedure was a success they ripped the fetus out of the mother. As more experiments where done to it. Leaving the mother left for dead.

But luckily that did not happen, if not for Fury and his men to come. Setting the two of them free. Due to his information, it was kept secret from Kylie to spare her. Fury did all he could to keep her and her mother hidden, out the hands of HYDRA. Because if they had gotten their hands on the young girl, they would groom her like her father, and with her deadly abilities she had, who knew what tyrannic chaos she would cause. Though when the Skull did surface just the same as Captain America, her mother wanting like an parent to protect her child went on that mission against Fury's orders to keep her child safe. Only to lose her life.

Spider-Man knew to well what that was like, loosing his parents at a young age. But unlike Kylie who lost her only family she knew younger than him. He knew how lonely she felt having to understand death at four years old. She had to force herself to grow up and make sure no one worried over her, he knew that was why she carried her smile on her face. Which others grew to see. While she stayed off the ground surrounded by nothing but spies and adults she must have felt so empty inside with no one her age or anyone to help her cope with the death. While he was blessed to have his Auntie, Uncle Ben and his two best friends. While she had nothing, but herself in a way. For years she had to live that way, that is until the others came in her life. Finally having someone she could call friends and family.

Each of them grew an affection to her, Luke was like an older brother, while Ava was like a older sister to her always dotting over her, Danny and her like two sides of the same coin, he was her comfort in many ways understanding her isolation. There where signs when he showed attraction but just acted as brother to her as well. And lastly Sam, who showed his great interest in her, though she did not seem to see it.

Her voice calling to him blocked out the sounds of the city, her could see images of her in his mind. always with her smile on or laughing. Tightly closing his eyes from the pain he was in over this whole thing, he snaps his eyes open hearing her voice looking around when he sees an image of her as if in her astral form holding out her hand calling to him. She looked to him with a smile, telling him to be strong. He was sure his mind was playing tricks on him, but he reached out his hand anyway. Just as he touche it, only for his hand to fall through and for Kylie to vanish. His hand still stretched out only to feel the cold air go through his fingers. Nothing was there, it was empty. Bringing his hand back slowly, looking at it seeing nothing.

Dropping his head, holding in what was bottling up inside. He angry, he was devastated, he was pissed, he was hopeless, he felt weak, he felt pain he had not felt since his Uncle Ben died. He wanted to rip out his heart and throw it as far as he could, but what good would that do? He would still feel empty and hollow. Was that what he wanted? Was that what Kylie wanted? The thought of her finding out what he did, he just couldn't bring himself to finish that thought.

Thinking back to what happen at the United Nations Building how she mercilessly killed those in way. The way she took great pleasure in their emotions that day, it was like she bathed in them. It was like a luxury bath to her, she swam in. She wasn't afraid to kill anyone of them without a second thought. Infact he as sure she was going to do so. He had tried to reason with her, everyone did. But it was like a thick metal wall. Cold and unnerving. It didn't bend nor break. Every word just bounce off.

The powers he saw her display, where the powers he found out by Fury she knew about and did her best to keep them at bay. But what he saw showed she did not seem to have a issue with using them, sucking the life out of others, throwing Luke almost knocking him out. Killing off Captain America, and killing an innocent man. She looked like a demon. Who smiled in all the deathly chaos she caused, it was like an elixir to her. As the others fought her, he took another approach. He held her down refusing to hurt her in anyway. He wanted to break her out of his sanity. No matter how many times she wanted him to let her go, he would not.

And just for a split second he was sure he saw her in there. He took off his mask to show her his face, and when their eyes connected, it was like before when he first met her. When his eyes blue eyes meet with her radiant golden ones he was sure he saw her eyes spark because he felt it. He saw it again that moment, but something seem to take hold of it and murder it in her eyes. Killing it off or at least he hope not.

She was in there, he knew it was. He just had to bring it back again, reach hard dive in if he has to in the darkness she was surrounded by and just feel around until he touched her. Pulling her out, or if he must trade places with her.

"Hey, Spider-Man."a rough voice breaks his thoughts, the teen hero turns to find his mutant friend Wolverine standing on the rooftop where the billboard that he was down infront of him. The mutant could see that he was in deep thought, and he already knew. Though he carried a scowl on, Wolverine's eyes reflected understanding what it was the web head wanted. Though he waited for him to say it.

"I need your help, Wolverine."Spider-Man tells him, by the sound of his voice which was known for being light-hearted was heavy.

"Sure bub, what is it?"Wolverine asks.

Taking out something he had wrapped up in a web ball, it was the photo of Kylie's mother."I need for you help me track down the scent on this. Kylie's scent."he holds to mutant.

Taking it Wolverine sniffs it."Yeah, I can find her. Anyone else coming?" Handing the photo back to Spider-Man.

Tucking it away."Yeah, her whole family."he tells him, and with that the rest of his teammates came from different corners of the shadow, along with another figure. The mystic Dr. Strange. Wolverine looks at everyone though mainly at the teens, they where serious. Looking back to Spider-Man.

"You sure you want to do this kid?"Wolverine ask.

"Yeah, I am. Fury won't tell us anything. So we'll just take matters into our own hands."Spider-Man tells him, sensing his anger slightly rising. Wolverine didn't say anything but did offer some advice.

"When we go in kid, keep your emotions in check."was all he told the web slinger, as he sniffs the air. Looking around, till he caught just a very faint scent."If you want to know, she isn't here in New York anymore. She's been taken across seas. In that direction."he he thumbs over his shoulder.

"Good."Spider-Man looks"We'll start there."